Form and Dating; Legends. The Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A-1 (in the case of the Restricted Notes) and Exhibit A-2 (in the case of Unrestricted Notes), each of which is incorporated in and forms a part of this Indenture. Each Note shall be dated the date of its authentication. The Notes may have notations, legends or endorsements required by law, rule or usage to which the Issuer is subject. Without limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Notes”), Notes offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”) and all other Restricted Notes shall bear the Private Placement Legend. All Global Notes shall bear the Global Note Legend. Regulation S Notes shall bear the Regulation S Legend. The terms and provisions contained in the Notes shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. If there is a conflict between the terms of the Notes and this Indenture, the terms of this Indenture shall govern. The Notes may be presented for registration of transfer and exchange at the offices of the Registrar.
Form and Dating; Legends. (a) The Warrants will be substantially in the form attached as Exhibit A. The terms and provisions contained in the form of the Warrants annexed as Exhibit A constitute, and are hereby expressly made, a part of this Agreement. The Warrants may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Warrant will be dated the date of its countersignature.
(i) Except as otherwise provided in Section 3.1(c), Section 6.1(b)(iv) or Section 6.2(c), each Warrant will bear the Restricted Legend.
(ii) Each Global Warrant will bear the DTC Legend.
(iii) Warrants sold by the Company in reliance on Rule 144A will initially be issued in the form of a U.S. Global Warrant. Warrants sold by the Company in reliance on Regulation S will initially be issued in the form of a Regulation S Global Warrant. Warrants sold by the Company to Accredited Investors pursuant to the exemption from registration afforded by Section 4(a)(2) of the Securities Act will initially be issued in the form of a U.S. Global Warrant.
(i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Warrant is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) by a non-affiliate without the need to satisfy current information or other requirements therein and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Warrant (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(ii) a Warrant is sold pursuant to an effective registration statement under the Securities Act, the Company may instruct the Warrant Agent in writing to cancel the Warrant and issue to the Holder thereof (or to its transferee) a new Warrant of like tenor, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Warrant Agent will comply with such instruction.
(d) By its acceptance of any Warrant bearing the Restricted Legend (or any beneficial interest in such a Warrant), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Warrant (and any such beneficial interest) set forth in this Agreement and in the Restricted Legend and agrees that it will transfer such Warrant (and any such benefic...
Form and Dating; Legends. (a) The Warrants will be substantially in the form attached as Exhibit A. The terms and provisions contained in the form of the Warrant attached as Exhibit A constitutes, and are hereby expressly made, a part of this Agreement.
(b) Except as otherwise provided in Section 2.02(c) or Section 2.08, each Warrant will bear the Restricted Legend.
(i) If the Partnership determines (upon the advice of counsel and such other certifications and evidence as the Partnership may reasonably require) that a Warrant is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need to satisfy current information or other requirements therein and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Warrant are effected in compliance with the Securities Act, or (ii) after a Warrant is sold pursuant to an effective registration statement under the Securities Act, then, in each case, the Partnership may cancel the Warrant and issue to the Holder thereof (or to its transferee) a new Warrant of like tenor, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend.
(d) By its acceptance of any Warrant bearing the Restricted Legend, each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Warrant set forth in this Agreement and in the Restricted Legend and agrees that it will transfer such Warrant only in accordance with this Agreement and such legend.
Form and Dating; Legends. (a) The Warrants will be substantially in the form attached as Exhibit A. The terms and provisions contained in the form of the Warrants annexed as Exhibit A constitute, and are hereby expressly made, a part of this Agreement. The Warrants may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Warrant will be dated the date of its countersignature.
(i) Except as otherwise provided in Section 3.01(c), Section 3.09(b)(iv) or Section 3.10(c), each Warrant will bear the Restricted Legend.
(ii) Each Global Warrant will bear the DTC Legend.
(iii) Warrants sold by the Company in reliance on Rule 144A will initially be issued in the form of a U.S. Global Warrant. Warrants sold by the Company in reliance on Regulation S will initially be issued in the form of a Regulation S Global Warrant. Warrants sold by the Company to Accredited Investors pursuant to the exemption from registration afforded by Section 4(a)(2) of the Securities Act will initially be issued in the form of an A.I.
Form and Dating; Legends. The face of the Warrant Certificates will be substantially in the form attached hereto as Exhibit A and the reverse of the Warrant Certificates will be substantially in the form attached hereto as Exhibit B. The Warrant Certificates may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject that do not alter the rights, duties or obligations of the Warrant Agent. Each Warrant Certificate will be dated the date of its countersignature. However, to the extent any provision of any Warrant Certificate conflicts with the express provisions of this Agreement, the provisions of this Agreement shall govern and be controlling.
Form and Dating; Legends. The face of the Warrant Certificates will be substantially in the form attached hereto as Exhibit A and the reverse of the Warrant Certificates will be substantially in the form attached hereto as Exhibit B. The terms and provisions contained in the form of the Warrant Certificates annexed as Exhibits A and B constitute, and are hereby expressly made, a part of this Agreement. The Warrant Certificates may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject. Each Warrant Certificate will be dated the date of its countersignature. The Company and the Warrant Agent, by their execution and delivery of this Agreement, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Warrant Certificate conflicts with the express provisions of this Agreement, the provisions of this Agreement shall govern and be controlling.
Form and Dating; Legends. The Securities of each series and the certificate of authentication to appear thereon, if any, shall be substantially in such form or forms (not inconsistent with this Indenture) as shall be established by or pursuant to Board Resolution of the Issuer or one or more indentures supplemental hereto, with such letters, numbers or other marks of identification, insertions, omissions, substitutions, legends, endorsements and other variations as are authorized or permitted by the provisions of this Indenture, or may be required to comply with any law, rule or regulation or any rule of any securities exchange or to conform to usage, all as may consistently herewith be determined by the officers of the Issuer executing such Securities as evidenced by their execution of the Securities. The Guarantees endorsed on the Securities of each series shall be substantially in such form or forms (not inconsistent with this Indenture) as shall be established by or pursuant to Board Resolution of the Guarantors or one or more indentures supplemental hereto, with such letters, numbers or other marks of identification, insertions, omissions, substitutions, legends, endorsements and other variations as are authorized or permitted by the provisions of this Indenture, or may be required to comply with any law, rule or regulation or any rule of any securities exchange or to conform to usage, all as may consistently herewith be determined by the officers of the Guarantors executing such Guarantees as evidenced by their execution of the Guarantees. Unless otherwise established pursuant to Section 2.03 for the Securities of any series, each Security shall be dated the date of its authentication. The definitive Securities and Guarantees shall be printed, lithographed, engraved, or produced by any combination of these methods, all as determined by the officers of the Issuer executing such Securities, as evidenced by their execution thereof. Unless otherwise established pursuant to Section 2.03 for the Securities of any series, the certificate of authentication to appear on all Securities shall be substantially as follows: This Security is one of the Securities of the series referred to herein issued pursuant to the within-mentioned Indenture. [__________________________________], as Trustee By: ______________________________ In addition, the Securities may have notations, legends or endorsements required by law, rule or usage to which the Issuer is subject. The terms and provisions conta...
Form and Dating; Legends. 45 SECTION 2.04. Execution and Authentication..........................................................46 SECTION 2.05. Registrar and Paying Agent............................................................47 SECTION 2.06. Paying Agent To Hold Money in Trust...................................................48 SECTION 2.07. Noteholder Lists......................................................................48 SECTION 2.08. Transfer and Exchange.................................................................48 SECTION 2.09. Replacement Notes.....................................................................49 SECTION 2.10. Outstanding Notes.....................................................................49 SECTION 2.11.
Form and Dating; Legends. The Notes and the Trustee’s or Authentication Agent’s certificate of authentication with respect thereto shall be substantially in the form set forth in (i) Exhibit A-1 (in the case of the Restricted Notes) and (ii) Exhibit A-2 (in the case of Unrestricted Notes), each of which is incorporated in and forms a part of this Indenture. Each Note shall be dated the date of its authentication. The Notes may have notations, legends or endorsements required by law, rule or usage to which the Issuer is subject. Without limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Notes”), Notes offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”) and all other Restricted Notes shall bear the Private Placement Legend. All Global Notes shall bear the Global Note Legend. Regulation S Notes shall bear the Regulation S Legend. 36
Form and Dating; Legends. The Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A-1 (in the case of the Restricted Notes) and Exhibit A-2 (in the case of Unrestricted Notes), each of which is incorporated in and forms a part of this Indenture. Each Note shall be dated the date of its authentication. The Notes may have notations, legends or endorsements required by law, rule or usage to which the Issuers are subject. Without limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Notes”), Notes offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”) and all other Restricted Notes shall bear the Private Placement
